Old Republic (NYSE: ORI) exec surrenders 2,034 shares for tax withholding

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP Executive VP & Treasurer William T. Gray reported a routine tax-related share disposition. On March 16, 2026, he surrendered 2,034 shares of Common Stock at $40.10 per share to cover tax liability for the vesting of previously granted restricted stock awards. This was not an open-market sale. After this withholding, he directly holds 57,801 shares and indirectly holds 5,168 shares through an ORI 401(k) account.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRAY WILLIAM T

(Last) (First) (Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO ILLINOIS 60601

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		F(1)		2,034	D	$40.1	57,801	D
Common Stock								5,168	I	By ORI 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Awards.

Remarks:

	By Victoria Pool, Power of Attorney for William T. Gray	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ORI executive William T. Gray report?

William T. Gray reported a tax-related disposition of 2,034 OLD REPUBLIC INTERNATIONAL CORP shares. The shares were surrendered to cover tax liability tied to vesting restricted stock awards, rather than being sold on the open market.

Was the ORI insider transaction an open-market sale of shares?

No, the ORI transaction was not an open-market sale. The 2,034 shares were surrendered to satisfy tax obligations from vesting restricted stock awards, a routine compensation-related event rather than a discretionary trade in the market.

How many ORI shares does William T. Gray hold after this Form 4 filing?

After the reported tax-withholding disposition, William T. Gray holds 57,801 OLD REPUBLIC INTERNATIONAL CORP shares directly and 5,168 shares indirectly through an ORI 401(k) account, according to the Form 4 holding information.

What price per share was used for the ORI tax-withholding disposition?

The tax-withholding disposition used a price of $40.10 per OLD REPUBLIC INTERNATIONAL CORP share. This price is applied for reporting purposes when calculating the value of shares surrendered to cover the executive’s associated tax liability.

What triggered the tax-withholding share disposition for ORI’s William T. Gray?

The disposition was triggered by the vesting of previously granted restricted stock awards. To cover the resulting tax liability, 2,034 OLD REPUBLIC INTERNATIONAL CORP shares were surrendered instead of paying the taxes entirely in cash.

How is the ORI 401(k) position reported in William T. Gray’s Form 4?

The Form 4 shows an indirect holding of 5,168 OLD REPUBLIC INTERNATIONAL CORP shares, labeled “By ORI 401K.” This entry reflects his retirement plan position and is separate from his 57,801 directly held shares.